Thinking Out Loud
by LoveLiveLaugh96
Summary: It is hard enough knowing so much, but knowing somebody else's thoughts complicates things even further. Especially if that person is one Clara Oswald. Rated M for a reason. Cue sexual tension.
1. Thinking Out Loud

**Thinking Out Loud  
** _ **  
This has been floating around in my documents for some time so figured I may as well share, its my first one for this show so please be nice!**_

The doctor looked around the empty Tardis, how lonely it felt at times, such a large object, so many rooms, half unexplored still, and he stood alone in it.  
Every inch of him missed his old self, he knew he had regenerated, he knew his brain was pretty much up to date with everything, but the memories all came flooding back at once, like a tidal wave sweeping over a village, wiping everything out in such strength that nothing but a pile of rubbish remain.  
That was how his mind felt, imagine it, a new body, a new voice, a new look, new Tardis (of sorts), but every single emotion, every memory, every vicious, happy, distressing, scared, joyful, emotional and uplifting thought piled into a new mind all at once jumbled up with different events, planets, people, aliens, creatures and mysteries. How could someone prepare for that? Despite knowing it was going to happen it was as though his mind shut down on him before hand, preparing itself for the torment that was to come. He had done it enough times, he had many companions, all of which had left his life, leaving him alone, with challenges still to face.

There where many advantages to being a time lord, but the disadvantages where often at the forefront of his mind.

He had been able to prepare for this change a little though, for his companion was a special one, although he would never admit that to her he felt she already understood. He trusted she would stand by him whilst he regenerated, but the doubt of how she would react afterwards had troubled him greatly.

Just another thing to worry about.

He walked towards the doors of the Tardis, knowing she stood outside on her phone, knowing who she was on the phone to. Knowing that he had seen this many a times, and none of them had ended well.

He saw her, as soon as he stepped outside, the Scottish air filling his lungs as people seemingly passed by blissfully unaware. She had her head against a wall of a shop, her hair covering her face as she listened quietly, his voice, weak amongst the noise in the background, that painful place that all the Time Lords ended up going to. He breathed heavily down the phone as he spoke his final words, ones of comfort and assurance that in time everything would be ok.

The Doctor felt that pain, the pain he felt making that call, saying goodbye to the person he treasured so very much. He could blame it on his weakened state, feeling the life being sucked from him, clinging to his former self as best he could. But he knew it was the pain linked to saying goodbye, to never see her face again in that form. The form he was sure she cared so deeply for.

Clara hung the phone up, wiping the tears from her eyes as she heard his Scottish accent.

''So?''

''So what?'' She said, faking a smile as she tucked away the heart ache she felt.

''What did he say?'' He asked, hands in his pockets

''How do you know who it was?'' Clara asked, stepping towards him.  
''I don't need to know, that was me talking'' He said, turning around briefly before facing her again ''You don't get it do you, you look at me and you don't see me, do you have any idea how that makes me feel?''

She couldn't answer, for she had never been in this position before, she stepped closer to him, their bodies almost touching as she looked up into his eyes, he felt she was looking at him, properly for the first time. Yet he found it difficult not to register the smell of her perfume, wafting into his nose as she remained close to him, feeling her skirt drift across his trousers as she tip-toed up and leant into him.

It could have been a moment, or an hour, either way he would remember this moment for a very long time.

She finally smiled, embracing him in a hug. The sudden contact startled him, he held his hands outright, almost scared to touch her.

''Thankyou'' She said, muffled into his shoulder as she continued to hold him. 

''Im not sure im the hugging type'' He said awkwardly, trying to mask the sense of belonging that rattled through him, making light and sense of every difficult or complicated emotion he held within him that was linked to her.

''Deal with it'' Clara said, a smiled playing on her lips as she treasured the contact. She saw him, the man she cared so deeply for, perhaps he looked different, and his personality had somewhat changed however he was still the same man, just as he promised her, she wasn't afraid, she trusted he would take care of her. How could she let him go, to be alone at such a time?

Finally she released him, well aware that people where passing by and probably looking. She didn't want to release him, sometimes, she wished he was more observant, to take her silent hints and make him realise just how deeply she cared for him.

She smiled as she caught his eye, standing aside him and walking towards the doors, stepping back into the Tardis.  
She looked around at the new console room, it seemed fitting to his new face. She turned to see him step down the steps, walking towards her, she looked at him, and knew right then, something was coming.

''Clara im not your boyfriend'' The words came out firm, he hadn't meant them to sound that way, but it had been hard enough saying them, he knew hanging around to say them meant they would never be said.

Clara hesitated ''I never thought you were'' She offered a small smile, ignoring the stab of pain she felt as she lied to him.

''I never said it was your mistake'' He replied with a sad tone to his voice.

 _Why can it not be that simple_ Clara thought to herself.  
''Im sorry, what?'' The doctor said in response.

Clara looked at him ''I didn't say anything'' She said quickly, mirroring his confusion.

He shrugged, he never shrugged, was this new? Perhaps he was now fond of shrugging. And walked around the consol.

Clara ran her hands along the edge of the console, following him, watching him from behind _The coat does suit him_ She thought as she watched it sway with his footsteps

''Thankyou, im rather fond of it myself'' He said as he continued to flick switches

Clara stopped in her tracks ''I didn't say anything''

He turned to face her ''Yes you did, you said you think the coat suits me'' He smiled as her face turned to one of shock.

''I didn't say that'' Clara argued

''Yes you did, you probably forgot, humans do that all the time, if you could see the size of your brain'' He babbled as he continued to walk around, observing all the new objects, switches and gadgets that came with the regeneration.

''No'' Clara said firmly ''I didn't say it, I thought it'' She said, catching up with him as he stopped and turned to her.

''How could I hear your thoughts?'' He asked the question but didn't expect an answer.

Clara shrugged.

He walked over to her. ''Think of something, anything, what you want most in the world, right now, just think it but don't say it''

She had many things she wanted, yet she had to be careful what she thought of. _Coffee, a nice, hot cup of coffee with caramel_

It was as though the words where being spoken aloud, as though he was listening to her speak, it was her voice for certain, yet her lips remained still. ''Fascinating'' He said quickly, spinning round and thinking through his newly muddled brain.

''What did was I thinking?'' Clara asked quickly as she saw him jump into action

''Coffee, with caramel, although god knows why, it ruins it'' He said in response

She stood in shock, he could read her thoughts now!

He ran around the console, flicking a variety of switches before pulling the lever, the Tardis started to hum and spin as it began to move.  
Clara held on to the railings as it settled into its transit, smoothing out enough for her to let go.  
''Where are we going?'' She asked, but before he could answer it landed.

''You are leaving, I have to figure this out'' He said, ushering her towards the door

''But if you can read my thoughts surely I am more help to you here'' She argued, standing her ground.  
Not unless you can tell me why I am suddenly telepathic and link it to my recent regeneration then no, you are of no use''

Clara huffed as he walked her to the door, she turned to face him eyeing him carefully for a moment, before stepping outside the doors, back into the closest of her school.

He turned and wandered back to the console, spinning round as she opened the door once more ''When will I see you again?'' She asked from the doorway 

''When I have sorted this out, now go!'' He ushered his hands In a playful yet commanding way. Watching as Clara slipped out of the doors leaving him alone once more.

Stepping back out into the corridor she smoothed her hair down and made her way to her awaiting class. 

D&C

It had been days since she had seen him, and she realised then, that it was awfully boring leading a normal life, she loved history, but she loved the threat and thrill even more, be it in the history or the future.

Having not heard from him though, she figured he had sorted this whole mind reading thing out, after all, she couldn't think about nothing all the time, all the papers she had to mark, lesson planning, and then there was the social outings.

Clara thought back to the date she had last night, the man was a friend from a friend, a set up. He had been nice enough, but she couldn't help but feel as though something was missing, as though she was looking for something that didn't exist in men.

Turning the tap off she dipped her hand into the hot bath, bubbles foamed and fizzed on the water's surface as she slipped off her robe, laying it beside the bath as she stepped into it.  
She loved her bathroom, it was one of her most favourite rooms in her tiny house. 

The warm water seeped into her tired body, offering a soothing comfort to her as she tried to shut her mind off from the events of the day. Closing her eyes as she rested her head on the towel head rest stuck to the bath's edge she found her mind slipping back to that conversation  
 _Clara im not your boyfriend  
I never thought you were  
I never said it was your mistake  
_She had wished for the courage to be honest with him. To say she felt something there, something exciting and endearing, how she wanted to explore this with him, to see him in a different way. After all his friend Madame Vastra had shed some light on his recent regeneration, explaining his young, previous appearance was for her, and that he chose to regenerate in front of her because he trusted her.

She opened her eyes, realising how she had nearly broken that trust. Sighing she realised thinking it over was useless, even a Time Lord, who could send her back to that time to relive and improve those moments, would not forget her initial reaction. Instead, she closed her eyes and allowed her imagination to take hold.

 _'Clara I am not your boyfriend'  
'What if I wanted you to be?'  
'Im sorry?' He said, confused_

The Doctor stood upright from his chair, hearing her thoughts clear as day echo around the Tardis, almost projected to him. He listened carefully, running over to a new recorder he had devised, switching it on and fumbling for his sonic screwdriver, scanning the inside of the Tardis as it continued to project around the room. __

_She ran her fingers along the boards, circling the console room as she closed the distance between them, standing to face him 'What if, despite changing, I wanted you to be my boyfriend'  
Clara observed his reaction change from confused to knowing, something within his eyes switched as he looked her up and down.  
'You're the boss' He replied, his voice seemed deeper than usual. Causing Clara's breath to catch in her throat._

The Doctor listened carefully, his hearts began to accelerate as he realised roughly where this was heading, quickly he tried to shut it down, looking desperately for the source of the projection, not wanting to hear the rest.

 _Clara pictured him, clear as day in her mind, she figured she would picture her younger, bow tied doctor, the one she often thought she was in love with, the fantasises she had about that bow tie, the things he did with it. But she didn't see him, instead the new faced Doctor filled her mind, perhaps it was because she knew that this was still him, or maybe, deep down she found the new doctor just as attractive as the other one. After all, he was the same man, the same hearts etc. She began to feel her stomach flutter with excitement as her imagination kept running away with her._

 _And then, he kissed her, pressing her up against the console of the Tardis, listening to her slight squeal of surprise as he bit down on her bottom lip, his hands against her hips as he kept his body flush against hers._

Clara found her hand begin the travel beneath the water, her desire evident to herself as she squirmed in the bath, her eyes remained closed as her excitement began to rise further still.

 _Things got hot. Quick. As he continued to run his hands along her clothed body, her skirt pushed up against his trousers, with his mouth focused on her neck, following the trace of her bare skin until it reached the fabric of her shirt. He pushed his hips towards hers, encouraging her to part her legs for him which she did without hesitation, he stepped between them, reaching down to her short skirt, his bare fingers touching her tights, leaving a burning sensation as he crept up her legs and finally…_

Clara moaned as her hand traced the line of her sex in the bath, picturing just how it may feel was probably as best as she would ever get close to.

The doctor ran around the Tardis, he had flown it to another planet, he had shut down the systems and computers and still the thoughts of one miss Clara Oswald rang in his ears, as though she was speaking directly to him. He looked around the Tardis is desperation, before finally sitting down and trying desperately hard to shut his own mind off.  
This was private, this was wrong, it was invasive. But, as he sat still and tried not to listen, he found himself much to his own dismay that he was listening, and he realised, it was about him. Not the previous version of him. But him.

 _She already had the tiny details, mixed in with her own girlish fantasies, but by god did it feel real. She felt his breath on the inside of her leg as he reached up and pulled her tights down, leaving her in only her skirt and knickers. She was already wet with anticipation as he kissed the inside of her thigh, before nipping it with his teeth, the sharp stab of pain was quickly soothed by intense pleasure, seeping straight down into her core as she parted her legs further. He smiled against her skin, standing once more as his hand traced the line of her sex through her knickers, feeling the damp fabric as she began to moan and whimper sweet nothings into his ear, her hand tracing over his trousers, feeling his tented groin as she quickly undid the button and zip, reaching her hand in, desperate to feel, see and taste him._

 _'Clara' His Scottish accent was deep in her ear, he groaned as his fingers slipped the fabric of her underwear aside, dipping into the wetness he found there. He teased her for a bit, focusing on the feel of her delicate yet firm hand, working his length, drawing him up into a frenzy until he finally snapped._

Clara moaned aloud in the bath tub, gripping her free hand to the edge as she slipped a finger inside herself, working her body the way she enjoyed it most, imagining it was him, his voice crystal clear in her head.

The doctor sat stock still in his chair, listening the fantasy played out across the Tardis for only him to hear, he felt uncomfortable, unable to avoid her voice yet unable to ignore the feelings it was awakening in him, feelings he thought where long since gone.

 _Her desperation was growing, she began begging and pleading with him, wanting to wait no longer as her body became taught like a string, pulling itself tighter and tighter as his fingers continued to work her, his thumb tracing over her clit, sparking sharp almost unbearable jolts of pleasure through her.  
Finally, he gave way, sensing his own desperation he quickly pulled her underwear down, rucked her skirt up and lifted her small frame onto the Tardis controls.  
_

The realistic side of her questioned that. A) She was certain the Tardis hated her and would probably offer some kind of shock to Clara for being sat on. B) There was not one button or switch that didn't do something in that thing, sitting on any of them could turn into something nasty. However, she swiped the thought away quickly, knowing, after all it was her own fantasy, nobody else's.

 _He wasted no time in entering her, pulling her body closer to the edge as he supported her there, Clara grabbed hold of the levers beside her, arching her back as she leant backwards, encouraging him to go deeper._

 _He quickened the pace, as did Clara, meeting his thrusts with her own, his body becoming hot as his breathing became heavier. He began to say her name, quietly, then louder, until it was to much and he was unable to hold off any longer._

Clara moaned loudly before shouting his name into the silence as she tipped herself over the edge, Her orgasm wracked through her in a violent fashion as her body gradually felt heavier, and in need of support. She lowered her hand from between her legs, gripping the bathtub as her breathing slowed. 

Suddenly the water did not feel as warm, her hair remained unwashed and her toes, upon inspection where wrinkled like prunes. Her head felt heavy and tired as she pulled herself out of the tub and began to dry herself off.

The Doctor remained still in his chair, eyes closed and fingers latched together, his hearts beating heavy within his chest as he felt uncomfortable and tense, finally he opened his eyes, the voice had stopped, he knew why, that her little fantasy was over.

So many things to learn from that, so much to take in, yet he did none of it, instead, standing and observing his own arousal, pushing against the confines of his trousers he made his way down the steps and over to the console, walking round the outside of it, trying to pinpoint exactly what part of it this 'fantasy' took place on.

'Clara' He said into the silence, his voice husky and strained.

 _ **Will leave that there for you all. May consider continuing depending on the response. Thanks for reading and please leave a review if you liked it**_ __ __

 _  
_


	2. Delight Of The Unknown

**The Delight Of The Unknown**

She paced up and down her small, narrow kitchen, the kitchen he had often referred to as 'a corridor with appliances' She had been offended to begin with, but for the space to pace in it, he had a point.

It had been nearly a month. A MONTH since she had seen him, and with each passing day she grew more and more irritated, he has her number, although good with technology she has very rarely spoken to him on the phone, he could ring her, explain the situation? No, that would be human thing for him to do.

Clara huffed _If that man wasn't so damned good looking I would smack him into the middle of next year!_

Her voice, echoed in his head, he froze, stopping what he was doing, it sounded angry. Fascinating, so her voice reflected her mood as well? He felt a prodding into his back, turning sharply he looked at the creature, holding the blunt sphere to his back.  
''Look im having a telepathic link with somebody here, could you at least give me 5 minutes?'' He said sharply, raising his hands in a fake plea of time.

It didn't work, instead the prodding came to his stomach and he found himself pushed closer towards the cell.

He closed his eyes, feeling his hands being restrained in front of him as the mucus from the creature coated his hands and coat sleeves ''I only got this washed the other day'' He said exasperated as he saw the group make their way to the door, closing and locking it.

Nobody stayed, much to his delight, within a few minutes he lay on his side, making as little noise as possible as he shuffled till the sonic screwdriver fell from his pocket, struggling he moved to pick it up. 

_You will not stay mad at him forever, you're too much of a soft touch, any story he offers will be accepted without question._ He looked up for some reason, why did she think he lied to her? Why was she mad or disappointed?

He finally got hold of the sonic screwdriver, fiddling delicately with the settings until he found one to unlock the computer-controlled chains.

D&C

He looked around the Tardis, he had changed, washed the mucus from his body and flown into her time zone, he was not far from her house, he pondered a little, did he ring her, or just turn up?

He knew why she was mad at him, he had disappeared, it was understandable, but he didn't know how to face her, knowing what he knew, how she thought.  
After all, how somebody thinks is not a reflection on who they are, thinking is private, your thoughts you choose to keep to yourself are for you alone, so sharing intimate thoughts became invasive.

He felt his spine tingle, shaking the memory of it for now, it had clouded his mind for days, travelling about aimlessly, trying to occupy his mind, he refused to indulge in such behaviour, it was completely private and he had no right to know her thoughts.

Yet he couldn't find out what started this, nor how to stop it.

The door's opened quickly, he turned to face them seeing her small, very annoyed figure come stomping in.  
''Clara!'' He said, jumping from his chair and walking half way down the stairs, ''You look different'' He rattled off nervously ''Have you put on weight?''

''Where in gods name have you been?'' Clara stood still, folding her arms, waiting for an answer ''And why, are you sitting in the middle of a building plot?''

''Um… The Tardis just stopped where she felt necessary, I have no say in that'' The machine moaned its disapproval at being given the blame. He made a mental note to say sorry later on.

''You said you would be back as soon as you sorted the whole mind reading thing out, please tell me you have?'' Clara said, softening a little.

''Well, that's actually a funny story'' He said, creeping down the stairs in a bid to fiddle with something. He found it tricky to look at her, images of her fantasy flashing into his mind, causing his brain to falter.

Clara walked towards him ''Funny for who exactly?'' She asked 

''Well, I can't seem to find a source for the telepathic connection, therefore, I do not know how to shut it off'' He said hesitantly.

''Doctor!'' Clara shouted ''So you have been gone all this while and have still been able to hear my thoughts''

He hummed and hesitated, unsure where this was headed.  
''Wait'' Clara said, continuing to follow his track around the console, whenever she moved towards him, he moved away from her, struggling to look directly at her. ''Have you heard every thought?''

He noticed her expression changed, and he regretfully knew why. He stopped and looked at her, leaning over on the console he took a second to answer, the horrified look on her face was too much to bear, he knew that if he told her the answer she was dreading he would never see her again. ''No' He replied ''Only when you're in the Tardis'' He said quietly

Clara breathed a sigh of relief. ''I shall be careful what I think about around you then'' She flashed him a smile, one that weakened his mental state of control to much for his liking.

''Where to?'' He asked, keen to try and receive some normality once more.

''Surprise me'' She said quickly, walking towards the railings and holding on as he flicked some switches and typed in some coordinates. Within a few seconds the machine began to whirl and moan, casting itself into the vortex.

D&C

''So, what's with the purple sky?'' Clara asked as she looked up at the purple and pink sky, lined with stars and one very impressive moon.

''People would ask why Earth has a blue sky'' he argued, but suddenly felt his witty charm vanish as she shot him a look, one he was not quite ready to face yet.

''Radiation'' He said in explanation ''Completely harmless though, don't worry''

Clara could hear the sound of water running, walking through a narrow pathway concealed by vegetation and strange looking flowers that she was sure had moved since they had arrived, they came into a clearing. The water was falling from a rock, it was a deep blue colour, much darker than she expected but it faded into a violet colour as it fell into the pool below.

Clara bent down at the edge of the rock, the Doctor, who stood from behind found her short skirt to be even shorter as she bent over to run her fingers in the water, he tried very hard not to look, but his damned eyes refused to cooperate. If only he could just take her-

''Why is it such a funny colour, it doesn't feel like water?'' Clara turned her head to look at him, he blinked, being snapped from his thoughts.

''There is a salt in the rock, it changes the colour of the water'' He said quietly

''It smells like flowers, like English flowers'' Clara inhaled the aroma coming from the pond.

''The salts are produced by the flowers, but they come from the roots so end up seeping into the rock'' He explained, trying to control his breathing and where his blood was headed as he continued to look down at her bent over.

''Its warm'' Clara said, running her hand in the water, bending over further still as she leant forward and smelt the water further, the smell wafting up as the water was disturbed. ''It would be lovely to sit in, im sure''

He looked over to her as he began pacing ''No, absolutely not!'' He said desperately.

Clara turned to look at him ''What's the matter?'' She asked, turning to face him ''Your even more restless than usual'' She watched him continue to pace

''No, im fine'' He insisted.

''Im going to get in the pond'' Clara said, a hint of a smile on her lips

''Clara'' He warned

She stood and began to un button her top ''What harm can it do?'' She asked

''Clara, don't you dare'' He said firmly, trying desperately hard not to look where his eyes wanted to look, Clara seemed to trust he wouldn't look, she held no worry about undressing right down to her underwear.

He turned his back to her, running his hand through his hair as he desperately tried to think of an excuse to leave, his body was failing him, there was too much to think about.

He heard her sigh and the water slowly slop against the rock, after a moment she spoke ''You can turn around Doctor, you cannot see anything''

He turned around quickly to see her pile of clothes on the grass, her body submerged in the water, she looked relaxed as she leant her head back on the rocks.  
 _Just like your bath fantasy_ That nagging voice in Clara's head dragged her back to that moment. Quickly she remembered something ''You said you can't hear anything I think outside the Tardis, didn't you?'' Clara asked quietly

He nodded and hummed, clenching his eyes shut as her voice wracked his head, so it was in the bath? his body sung its approval, falling victim to his imagination. What an idiot, human thing to do.

She continued to wade in the water from her seat on the rock beside the edge of the pool, her muscles relaxed as the delightful smell wafted up around her. ''This is just glorious'' She said, sucking in a deep breath and leaning back. The water wasn't clear at all, he couldn't see anything as he saw her eyes drift shut, clearly becoming lost in the moment.

The water made her muscles and skin tingle, sending vibrations throughout her body, almost numbing her, a current further down in the pool seemed to intensify as Clara settled more and more into a relaxed state. _It is almost sensual_. She thought to herself. _It would be a lot more sensual if he was to join you._ Her inner voice sneered at her, clouding her thoughts with images of him and her together _No, not here, not now, later._ Clara thought to herself, noting her body's reactions to her thoughts.

He gritted his teeth, trying very hard to focus on anything but her and her damned imagination.  
''We should leave'' He said quickly, walking to the edge of the pool. ''Now''

''What?'' She said quickly, lifting her head up in protest ''What's the rush?'' She argued

''Just, come on, let's go'' His Scottish accent was clear in the mix of his distress and discomfort, he needed to get her home, his body was failing him, the lack of control he had over his emotions worried him, what had changed all of a sudden? he didn't know, but he was damned sure she would never find out.

Clara went to move, before stopping. ''Doctor'' She said quickly

''Clara, we are leaving I simply must get this repair done on the Tardis you see-'' 

''DOCTOR!'' Clara shouted, stopping him in his tracks, he looked at her. ''I cannot move''

He walked over to her ''I am sure you can if you tried'' He said, looking down at her still in the pool. 

''Something has my leg'' She said, her voice quieter as she began to feel its grip tighten.

He saw the expression she carried, and it was not one of humour, he saw she was worried.  
He knelt down on the waters edge, grabbing her hand and feeling her tight grip as he tried to pull her up from the pond. She was in fact stuck.

He shed his coat and sonic screw driver, leaving them near the water's edge as he stepped into the pool. It was deep, he thought regretfully as the warm water sucked him in right up to his chest. He tried to look down into the water, but saw nothing, it was too rich in violet, something was covering it from view. ''Does it hurt?'' He asked Clara who remained in the same position. 

She shook her head but remained very still and stiff as he grabbed his sonic screw driver, turning it and pointing it towards the water. Within a few seconds the water cleared, the colour disappeared and it turned transparent, like normal water. The pool was revealed and, below in a deep cave, a long white, tentacle of some sort emerged and had wrapped around Clara's bare leg.

Her bare leg. He thought in the most bad timed moment possible. His eyes moved up her leg as it found its way to her naked body, clad only in her underwear.  
He swallowed, his mouth dry as his body once again began to fail him.

Quickly he knelt over Clara's body, straddling her and covering the creature's view.  
''Im going to shock it'' He whispered ''Do not move''

Clara nodded, swallowing deeply as she found her eyes locked onto his for a moment before they flickered away and looked down at him fiddling with the sonic screwdriver.  
Within a moment the shock pulsed the water a light green, the grip immediately loosened on Clara's leg before disappearing quickly.

She breathed a sigh of relief. ''Its gone'' She said, moving her leg as it felt free. Her heart was pounding in her chest but given their current position she couldn't blame it entirely on the 'thing' that had just sucked on to her leg.

He found himself transfixed in that moment as though time was in fact standing still, their breathing shallow as he remained still, hovering over her, his face inches from hers.  
She never moved from his gaze, never displayed any sign of awkwardness or uneased manner, but she didn't say anything either.

No, he thought with great regret she thought it instead.  
 _Kiss me, for the love of god, please… kiss me_ It was barely a whisper even in his head, as though she was scared to even think like that in his presence.

He found that despite being thousands of years old, holding many faces, personalities and ages, he struggled, greatly so to maintain his self-control.

He leant in further, hearing her breath catch as her lips parted, waiting, patiently for his lips to meet hers. Everything in his heart screamed to keep going, her body language was showing all those humany signs of attraction, her mind, despite her not knowing, screaming in his head what she wanted. But something stopped him.  
He cleared his throat quietly, gently chucking the sonic screwdriver onto the dry grass. ''We are sitting in a pool which Is housing something unknown'' He gently reminded her, knowing that he had very quickly broken the moment.

Clara left his eyes then, looking down at the water, rippling between their bodies as he climbed off of her and out of the pool, holding out his hand as she gratefully accepted it to be helped out.

''Doctor?'' Clara looked down at him as he bent down, looking at the cave from the pool's edge, it was clear to see, but whatever lived in it was away from view. Then, from the bottom of the cave a violet cloud emerged, rising to the top and covering the water's surface once more.

''Its a honey trap'' He said, scanning the surface with his sonic screwdriver. ''It lures its prey and traps it there, how did you not feel it on your leg?'' He turned to see her standing there, her back to him, clad only in her underwear, water running off her body. He swallowed, his mouth suddenly bone dry as he took in the sight of her.

She sensed his eyes on her, burning into her back, it sent a tingle down her spine, but she was shivering, the cool air wrapping around her wet skin which had been heated by the warm water in the pool. She turned her head, eyeing him out of the corner of her eye ''May I borrow your coat? I can change in the Tardis'' She said quietly.

He blinked a few times, as though snapping his body out of some sort of trance, inwardly slapping his mind to get a grip. Quickly he bent down and picked up his coat, walking over to her as she still had his back to him. Holding it out he laid it over her shoulders, concealing her body from his view, his fingers traced her damp skin up the side of her neck as he retreated with his hands. He could have sworn he heard her suck in some extra air, but as he backed away he watched her down the coat, which acted like a dressing gown to her, she wrapped it around her naked form, turning to him.

''The water made my skin tingle'' She said hesitantly, as though it was not a liable reason to not notice a tentacle wrapping itself around her leg. ''I didn't feel a thing, my body just relaxed on me'' 

He hummed, this was interesting, either an aroma from the water triggering her brain to shut down and relax or a chemical in the water which triggered her muscles to relax. He was about to say something but saw her shiver in front of him. She was cold.

Grabbing her clothes from the floor he walked ahead of her, back towards the Tardis, inwardly sighing as he realised he was leaving something exciting behind.

D&C 

She went off to shower, or that's what he assumed, she headed in that direction anyway. Problem is the Tardis took time to warm to people, and he got the impression she had not taken to Clara as much as he had, so at every possible opportunity the Tardis often changed things around, confusing or deliberately frustrating his companion until she cursed the blue box into orbit.  
He couldn't help but smile in such cases, she was very attractive when she was angry, or sad, or happy for that matter. But when she was excited… that was when he found it difficult, it lifted his body up, her eyes sparkled and her smile was broad, everything new, imaginative and exciting would trigger this remarkable response. Clara admired the beauty in the unknown, rather than fear it.

She had been gone a long while though, last time this happened the Tardis had moved her room a good deal away, she hardly used it at the moment but when she did it was like trying to find it through a maze.

Just as he debated trying to find her a voice rung in his head.  
 _You cannot stay any longer, you have to meet this guy_ Her voice was teacher like, as though she was telling herself off.  
 _Not that there is much point, how can any guy make up for what he has to offer, your setting yourself up to fail.  
_ He smiled at that, it was true, he had his flaws but no guy could give her what he did.  
He ignored the pang of jealousy at the idea of her spending her evening with someone else.

Clara looked at herself in the mirror, wiping the steam away as she saw herself, her hair wet and tangled with a towel wrapped around her body. She needed a pep talk, gearing herself up only to fail.

 _How can you, your completely and utterly in-  
_ Clara slapped herself hard across the face 'You absolute idiot' She said to her own reflection, remembering his sudden ability to read her mind whilst she was in the Tardis. She wanted to think back to what she just said but realised that it was better left well alone.

The Doctor paced the console room, running his hands through his hair drastically as her thought process was cut off, right when she was about to give something away. Even when she didn't realise what she was doing she managed to cover her feelings. He groaned, he was getting in way to deep. He should tell her. Definitely tell her.

''Doctor'' Clara's voice echoed across the console room, dragging his attention to her slim, washed and newly dressed figure.

''Clara'' He said confidently, walking over to her ''I have something to tell you''

''Whatever it is it must be important, it looked as though you where thinking over the steps to a dance'' She smiled

He offered a small smile in return, his mind focused on coming clean to her  
''Dance'' She said quickly, grabbing his arm tightly before looking directly into his eyes, he saw a mild look of panic on her face.

''I wasn't dancing'' He said in defence.

''No'' She released him and shook her head ''My friend got married last week, they are holding a dance on Friday and I have been told to bring a plus one''

His blank expression did nothing to ease her nerves ''My ex is going to be there, Jamie'' She sighed drastically ''He asked me to go with him and I refused, I said I had already found someone''

''Who?'' The Doctor asked quickly

Clara shot him a glare, one along the lines of 'Don't be such a fucking moron' glare, it shut him up.  
''What am I going to do! I know nobody who will go at such short notice'' She said, sinking down into a chair and holding her head in her hands ''I shall have to fake being ill, make an excuse not to go'' 

''You're a terrible liar Clara'' He felt the need to remind her of this. Well she was to him anyway.

''I suppose I could ask Jamie, we could go as friends'' She hummed over the question, but he got the sense she wasn't keen on it. 

''I will go with you'' He said quickly, leaning against the controls.

She looked up at him ''You, at a dance, with people, normal people, and drink''

He raised an eyebrow to her ''I am perfectly capable of living within your species for a few hours'' He argued.

''Can you dance?'' Clara asked

''Yes, I am thousands of years old, I can dance''

She sighed, pretending the butterflies where not doing somersaults in her stomach right now ''If your sure you can handle it?'' She stood

''Positive'' He said quickly, offering a small smile but dropping it as she walked towards him. ''Don't you dare, don't Clara'' he warned

But she ignored him, embracing him in a hug as she pinned her body close to his, pressing him up against the console he felt an angry groan of the Tardis.

''Do you really hate me hugging you that much?'' She pulled back, studying his stiff reaction.

It was that he didn't like it, on the contrary actually, but given what he said to her 'idiot' he probably shouldn't offer to much interest.

That's what he told himself anyway.  
But her mind's deepest thoughts still rattled his brain, confusing his usually so concentrated mind.  
''Hugging is just a way to hide your face'' He replied finally. There, keeping it vague, she would never know.

''So I am just… anybody now'' She questioned

''What? No, of course not… what I mean is… what im trying to say is…'' He saw a smile play on her lips ''Shut up'' He said spitefully, which only encouraged her smile to come out in full force.

''I have to go'' She said slightly disappointment etched her voice ''Pick me up Friday?'' She asked

He nodded, knowing she was off on her date with some senseless, probably boring man. She didn't tell him that though.

The doors clicked shut, and once again, he was alone.


	3. Honey Trap

**Honey Trap**

He looked at himself in the mirror, constantly adjusting his suit and smoothing it down, he looked strange, his normal dress code was smart and casual, he felt like a clown, who holds a dance a week after a wedding? It seemed daft.

She had an awful date, he remembered as her voice smoothed over his calculation work the other night. She constantly compared him, observing and judging him from inside her head whilst maintaining a happy and interested face on the outside, it took some skill, especially if you felt strongly about something.  
Judging by the length of her thoughts he had been there a while and when he finally parted company she seemed rather sad.

 _He will never love you_ Clara said to herself sadly but firmly _You just need to move on_

That part hurt him, he felt the pain stab back through his chest as he left his reflection and walked into the console room, the Tardis hummed her approval at The Doctor, he offered a smile and affectionate pat on the controls as his eyes found the still uncompleted calculations on his chalk board.

What a complicated, heart breaking predicament, perhaps if he had been more giving, had he not of told her what he thought she needed to hear that day, things would be simpler, he could read into her emotions better and possibly even react on them.  
'How can you do that now, you have already been very clear' He spoke out into the silence

''Clear about what?'' Clara asked as she walked into the Tardis.

He found it very difficult not to let his mouth drop down, her gown hugged her figure like wine hugged a glass, exposing her curves and slim shape from her chest to her waist before flowing out slightly until it nearly touched the floor.  
The dress was sleeveless, he noticed, her arms covered by a loose scarf one hand holding the matching purse. The dress was a deep purple matching her dark brown hair and eyes, the scarf a pure snow white, lined with small pink flowers hardly noticeable unless you really looked.

She looked beautiful, he couldn't help but enjoy the attraction towards her in that moment, it pumped through his veins and filled his mind with delightful thoughts, ones he could easily indulge in now.

 _He is thinking of something insulting to say_ Clara's voice came into his head, stopping his imagination in its tracks _This dress does not suit you, you should go and change it before you make a fool of yourself._

He felt hurt at her words, but he understood them, his response to emotional situations was usually to insult them, in a bid to lighten the mood perhaps. But this time, he felt no reason to do that, he could see the insecurities creeping onto her face as she listened to her mind.

''I think I have forgotten something'' Clara said quickly, turning to head back into her room.

''Forgive me, Clara. You are a vision tonight'' He spoke hesitantly, waiting for a look of annoyance to cross her face.

She smiled instead. Walking over to him he allowed his eyes to drop for a second, watching the way the dress swung from side to side with her hips. Her heels, which where ridiculously high given her usual height, clicked on the floor as she neared him.

''Hurry then'' He said, his voice ever so slightly hoarse.

''Hurry for what?'' Clara walked towards him, he could smell her perfume and shampoo wafting from her exposed skin which proved difficult not to fixate on.

''You forgot that you forgot something?'' He smirked deliberately ignoring his tight chest as she came closer still.

Oh'' Clara smiled, ''Its not important, lets just go''

''Humans'' He rolled his eyes as he pulled the lever on the console and it began to move.

D&C

Handling aliens, wars, even death, was easier than this. He thought to himself as he sipped at the Whiskey he had been offered. It tasted foul, but it dulled his active mind as he looked around the room.  
''Your being miserable'' Clara stood in front of him, her hands on her hips

''I am not'' He argued ''I am looking after your possessions'' He pointed towards her purse and scarf sitting on the chair beside him.

''Come and dance with me'' She leant forward to come level with his head, even with him sitting she was not much taller than him ''Nobody will look at you''

''No, because im not dancing'' He said with a smirk

''You said you could dance'' Clara argued

''Yes, I said I could dance, doesn't mean I have to''

She sighed, she should of known it would be to much, he was living in a different world, one of drama, mystery and danger, what was normal for her was alien to him. How they got on so well remained a mystery to her.

''Clara'' A light voice came from across the room. Clara turned to face the voice and grabbed the Doctor's arm firmly, pulling him from his seat.

''Excuse me'' He said as she pulled him close to her and took the brandy out of his hands, placing it on a nearby table.

''Jamie'' Clara said in a hushed tone ''Pretend your my boyfriend'' She said firmly, her hand still in his arm.  
He hesitated, thought about arguing back, she seemed to sense it ''If you dare pick a fight right now I swear to god I will make your life hell for the next 6 months'' Her nails dug into his skin through his suit jacket.

''Yes boss'' He said quietly, sensing her relax almost immediately

''Clara, you look… wow…'' He bravely embraced her in a hug and kissed her on the cheek. ''How have you been?''

''Good Jamie, thank you, how have you been?'' Clara's voice was light and friendly sounding, but her grip on his arm was anything but.

''Busy'' He replied ''Travelling of course''

The Doctor looked at him, and then Clara, the awkwardness suddenly shot through the roof.  
''Who is this fine fellow?'' Jamie asked Clara, a smile across his face.

''This is The Doctor'' Clara said, squeezing her partners hand as she linked it within her own.

''Yes but what's his name?'' Jamie asked, going to shake The Doctors hand and then thinking twice about it. If looks could kill he would have been dead 4 minutes ago.

''That is his name'' Clara replied firmly

''It was nice of him to come as a friend, keep you company you know'' He placed his hands in his pockets ''Although, I don't mean to be rude mate, but you don't look thrilled to be here''

Clara closed her eyes, sensing the tension between the two men. ''Bad company'' The Doctor replied. ''Clara'' He turned to his fake/ entirely real in his own mind girlfriend ''Would you like a drink''

Clara smiled and nodded, the Doctor walked over to the bar, ordering her what he assumed she would like, he didn't do human drinking very often, but they shared similar taste.

Jamie looked at Clara ''I have missed you Clara, im not sure where we went wrong''

''Jamie, please, not here'' Clara said quietly, folding her arms.

''Im just being honest'' he said, placing a hand on her arm. The Doctor saw the engagement as Clara went to pull back but found herself gripped by his hand.

''Jamie. Let go'' Clara said firmly, looking him directly in the eye.

''Is there a problem here'' The Doctor stood between the two, Jamie released Clara as he walked between them, Clara took a step back behind the doctor slightly just out of arm's reach for Jamie, this seemed to frustrate him.

''Look mate, im sure you mean well but I wouldn't mind a quiet word with Clara, alone, you have spent the whole evening with her''

''I should be, im her boyfriend'' He looked over the younger man with such severity for a moment. His tone confident and non-pushing.

Jamie looked between the two and laughed after a moment ''Do you think I was born yesterday?'' He asked quickly

The couple refused to smile.  
''Clara, come on, I know you remember! I know your type, and this… is not your type'' He looked over the Doctor, an arrogant, cocky tone infused by the alcohol he had clearly consumed.

''Maybe she has changed'' The Doctor argued ''Maybe something changed her mind about a certain. Type'' He spat at Jamie, looking at him up and down.

Jamie smiled, chewing the gum in his mouth a little harder, he stepped back and folded his arms ''Ok, if you two are together, kiss. Right here. Right now''

''That really isn't necessary Jamie, I do not have to prove anything to you'' Clara said, stepping forward once more.

It was a viable excuse, there was no doubt about that, his head screamed not to do it, but in such cases his hearts overruled.

Slinking his arm around Clara's waist he pulled her towards him, pressing her body firmly against his own his other hand moved across her neck, this thumb tracing her jaw line with the lightest of touches as he locked her eyes onto his own. Her breathing slowed and her lips parted as he clasped the back of her head with his hand, gently bringing his head down he met her lips with his own.

She practically melted into his frame the minute they touched, he found himself supporting her as he pulled her flush against his body, deepening the kiss as he ran his tounge along her bottom lip before nipping it with his teeth, she sighed into his mouth, giving him the opportunity to slip his tounge in with hers, the two exploring each other as they became lost in the moment.

A nagging voice at the back of his head mentioned the audience, he leant her over slightly, bending her back before releasing her lips, pulling her up straight and watching her body adjust as she regained her balance. Her lips looked swollen and her breathing heavy, her eyes bright and shining as she realised what had just happened.  
''Happy?'' He said, his voice a little deeper than he anticipated.

Jamie looked at the two before muttering something unheard to the both of them and walking back towards the bar, as soon as his back was turned The Doctor released Clara, slowly backing away. ''I will be, uhm… right back'' He cleared his throat and made a hasty exit towards the doors in search of some fresh air to try and calm his body down.

Clara wandered into the empty toilets, checking her hair and makeup as her mind began to race with the events of the evening. She had not expected that. He was so awkward with body contact yet kissing seemed so easy for him. 

Confusion didn't even begin to cover it.

Sighing she realised she was here for her friend, not for her own silly thoughts and imagination. She would not dwell on this here, chances are it would never be mentioned again anyway.

When she stepped back into the room, he was there, stood beside her purse and scarf once more, smoothing her dress down she walked over to him, he looked calm and collected, his eyes found hers almost immediately and he offered a small smile.

''How much longer do we have to stay here'' He asked, almost begging like a child to leave.

The music changed, a slow song began to play ''Tell you what'' Clara said, walking towards him. ''You dance with me, just for this song, and we will leave straight after''

He pondered on the offer ''And if I don't''

''We will stay till it finishes''

''Which is when?''

''2am''

The Doctor grabbed Clara's hand, sighing, this woman would be the death of him. Literally. As they made their way to the floor.

Her hands immediately settled in the wrong place, lifting them he directed her correctly and they began to dance, The steps where easy enough, but she could tell he was a good dancer, he swept her across the floor effortlessly, spinning her from time to time, and before he realised it, she had cuddled into him as they continued to move to the beat of the music. He couldn't complain. Well, actually he could, it was taking all his will power not to succumb to his own desires and give her what she really wanted but was to scared to say, but it would only confuse matters.

 _Why can things not be different_ Her voice was sad in his head, sorrowful even, he couldn't see her face, for she had rested it on his chest as they continued to dance.

He closed his eyes, gently gripping her waist a little tighter, fighting back the urge to respond to her thoughts.

D&C

''Lets go to a planet'' Clara bounded into the Tardis.

''Its late''

''Hello… Time Machine'' Clara spun herself in a small circle ''Im not tired, please can we go and see something beautiful'' 

''No, I have a thing to do''

''Ok great, well I can help'' She smiled

''No''

''Why not''

''Because… Just no!'' He tried to remain calm with her, something had woken her up, her behaviour was off.

''Ok then, planet it is'' Clara began tampering with the switches causing the Tardis to offer a very angry groan before shaking slightly.

Strange reaction. Even for her. He thought, but Clara ignored it and continued to try and figure it all out.

''Clara, Stop it'' He walked up the steps.

''Make me'' She said quickly without looking at him.

He saw then that she was beginning to figure it out, finding the correct coordinates and switches he began to feel the Tardis react, albeit reluctantly, to her commands.  
Grabbing her hand he spun her round her back to the console he pinned both hands underneath his own, pressing her firmly up against the controls as he watched her try to wriggle out of it. ''NO'' He said firmly.

She stopped moving, as though she was subject to his command. She found her eyes locked on to his once more and her mind started begging.  
 _Kiss me, please for the love of god just… kiss me_ He closed his eyes, shutting out the rush of endorphins from his brain. Memories of the kiss came flooding back, memories he had shut away in a bid to regain control. The taste of her, the way she clung to his body, how accepting and trusting she had been.

He growled, did he growl? Yes, he definitely growled, he was frustrated, sexually frustrated. If he didn't hear her thoughts it wouldn't be so bad. ''No'' He said once again, meeting her eyes for the final time.

Clara's body relaxed then, and as he released her she stepped away from the Tardis. He didn't say anything to her but simply directed the blue box back towards her house.

The silence was deafening, the tension in the room was tight.

They where moving for less than a few moments, but something wasn't right, the machine was whining, groaning and seemingly struggling. They where not leaving this year, or the day even, just going from A to B.

He ran his hands over the console, feeling the angry hum of the machine before it suddenly stopped.

A thud hit his ear, turning he saw his companion on the floor, her dress pooled around her. ''What are you doing down there?'' He asked, walking over to him.

''Rough landing and high heels'' She said with a sigh as she struggled to pull herself up ''Not a good mix''

He turned and walked over to the screen, looking in disbelief ''What the?'' He quickly turned the switches and typed in some different coordinates, the machine planted itself, running some form of current through the console and locking itself. The lights slowly began to shut down.

Clara watched him run around in panic ''Doctor, what's the matter?''

''Umm… well… honestly'' he stopped to see the readings had been frozen, slapping his hands to his sides he turned to see her un doing her shoes and dropping down a few inches, something about the sight was rather domestic. ''I don't know''

Clara walked over and looked on the screen, her eyes widening at the sight ''Why are we here? Isn't this the planet that... you know''

''Yes, and for some reason the Tardis has locked itself down, she won't move, something has drawn her here''

Clara groaned. Great.

The couple looked over the screen at the colourful sky and familiar pool. Both sharing the same worry.

D&C

Clara walked out into the endless corridor once more. She was finally able to breathe again since being out of that dress.

Problem was, she was lost. Every corridor she turned down, every room she looked in was different. Finally she walked into what looked to be a large swimming pool. Steam rose from it evaporating into the cooler air before it hit the glass ceiling, she looked up, that familiar pink and purple sky was turning into a deep blue/green colour, evening, or morning, either way the time had changed since being here she figured.

The tiles glistened as she walked through to the water's edge, something deep inside her mind made her want to touch the water, to dip her fingers into it.

She leant on the edge of the pool, seeing the light shimmer on the water's edge, her reflection slowly disappeared as she looked straight into the water, right down to the tiled floor. The steam rising from the pool heated her face in the most delightful way, she breathed it in, smelling the faint aroma of the flowers. Her hand slipped into the water, the warmth seeping into the curves of her fingers, gently pulling her in deeper, she felt safe. Closing her eyes, she pictured the pool, the colour of the water, how warm it felt as she allowed her muscles to relax, how her mind had shut down.  
 _Join Me_ A faint voice inside her head, it was a welcoming voice, a friendly one, she didn't recognise it, but she trusted it. _Remember that feeling, of total relaxation, your mind completely blank, allowing every emotion to just slip away and to enjoy the present moment._

The doctor listened carefully. It was not her voice, but it was coaxing, relaxing almost. It was being played in her mind, it was speaking to her. Clara was still in the Tardis.  
 _I want to join you._ Clara's voice rung in his head, almost as soon as he heard it The Tardis groaned deeply, the same noise she made before travelling from the dance.

Panic struck him, hoping she was still on his side he belted down the nearest corridor, opening every door until he finally found the large pool room.  
He stepped in seeing Clara begin to undress herself, leaving only her underwear on as she walked towards the steps leading into the pool.  
The pool was steaming. It shouldn't be steaming.

He ran across the pool, careful not to slip on the wet tiles ''Clara!'' He shouted, but she ignored him, as though he wasn't there.

He reached her grabbing her from behind he dragged her from the water's edge, she didn't struggle, or speak much to his concern he would have loved to be kicked or slapped right now, dragging her into the cold showers the sensor turned them on as they entered the barrier. Cold water spurted at them both, covering them from all angles.

He hissed as the ice seeped into his clothes but that may have been to her scream.  
Then he got kicked. HARD  
''Doctor! What in gods name are you playing at!'' She hugged her body standing and facing him as she realised she was half naked.

She screamed again from embarrassment and ran behind a set of ferns placed beside what looked to be the sauna.  
''Im sorry'' He said, downing his now very heavy and cold coat. ''You where tranced, you where about to get in the water'' He said in quick defence.

Clara looked at the pool as she shivered, suddenly, all at once, the steam disappeared and the pool stopped rippling, becoming still once more.  
''I don't remember'' She said quietly, frowning as she tried very hard to think back to what happened.

''Something has linked to your mind, it draws you to water somehow and in turn has linked the Tardis to bring you here'' He walked to the waters edge and scanned it. Normal

''But the Tardis can just be flown away can it not?'' She realised the question was as stupid as it sounded.

''Believe me, I have tried'' He turned to face her ''You tried to fly the Tardis!'' He shouted, walking towards her and stopping, remembering her current… state. ''Earlier, you wanted to see something beautiful''

''I don't remember'' Clara answered, feeling the cold now.

''Something in your sub conscience linked you to the Tardis when you tried to fly it earlier. The Tardis had no choice but to obey you hence why the journey was so rough, she was trying to obey my coordinates to your flat but got—''

''Diverted'' Clara finished his sentence, feeling her teeth about to chatter ''Doctor'' She said quickly.

He looked at her, seeing her tilt her head to some towels. ''What?''

''Towel?'' Clara asked

''What do you want a towel for?''

''Towel. NOW'' she said firmly.

A moment later a towel flew across the room, hitting Clara directly on her face, she gratefully wrapped it around her wet body, concealing herself from view and walking towards him.  
''Why can I not remember when these things happen''

''Whatever this is it clouds your judgement, it feeds off your desires and wishes, making you believe you are in full control. How very clever''

''Not the words I would use''

''How did you even end up in here?'' He asked, despite her being covered in a towel he still tried to look away, even with so much to think about his brain refused to stop thinking about her in that…way.

''The Tardis kept changing things around as I was walking, I guess I just ended up in here''

''The Tardis didn't do anything, your mind changed everything, that's why she was groaning so much. She was trying to stop it''

''I doubt it'' Clara said nonchalantly ''This machine HATES me''

He looked hurt at that and walked over to a nearby wall, placing a single hand on it. ''She doesn't Hate anyone, but dislikes, maybe''

''Makes no difference''

''Well if she disliked you that much she wouldn't protest about you being loured into a honey trap now would she!''

Clara couldn't believe it. She was arguing her case against a machine, she, a human being, someone who has always tried to do what's best for him, to stand by him and be a good friend, who cares so deeply for him that at times it hurt. And he was backing a damned blue box. _I cannot believe he loves this box over me._

''I never said that'' He argued, stopping himself quickly.

Clara visibly flinched ''Sorry. Forgot''

He sighed. This was going to be tricky.

 _ **Thoughts are much appreciated. If you liked it, leave a review**_ __


	4. Planet Of Magic

**The Planet Of Magic**

''Ok'' The Doctor ran into the console room, he had waited for Clara to dry and dress before guiding her back to prevent anymore wandering. ''So, we are stuck on this planet''

''What's the planet called?'' Clara asked 

''Alisa, is its proper name, but to us it means 'The Planet Of Magic' '' The Doctor replied ''Nothing harmful has lived here for millions of years, the creatures that live here work with the eco system, they help the plants and vegetation to thrive and pollinate, no houses or villages, just pure wilderness'' 

''Well, obviously not'' Clara said blatantly

''I need you to remember Clara'' He walked towards her, his face serious ''Remember exactly what happened, what it felt like''

''I can't'' She said quickly, ''I stepped into the water and it was as though my mind went blank. It smelt so fresh and sweet, I just focused on that''

''What did?''

''The water'' Clara said

''The smell comes from the flowers, its sucked in through the roots by the salt in the rock which then seeps into the pool. None of the flowers here are dangerous. So why you?''

''Why not you, you got in the pool to'' She argued

''Perhaps it was the length of time you where in there'' He suggested

''We should go and look, whatever grabbed my leg is probably still down there'' Clara walked towards the doors.

''Clara, wait…'' He ran up behind her ''When you leave those doors, chances are whatever is in that pool will draw you to it. You need to remember it's a trap and its not real, whatever Is in that water wants to harm you, and it has lodged itself in your mind''

''How do you know that?''

''The Tardis had no choice but to follow you when you tried to direct her, do you know how difficult that is? The telepathic link between her and I is complicated enough without throwing a human into the mix, whatever it was in that pool has brought you back here, you cannot remember anything you do when your transfixed?''

Clara shook her head  
''Why not tell me to stay here then?'' She questioned, smiling slightly as he lifted an eyebrow. ''If its so dangerous then why not tell me to remain here''

''Because A. you wouldn't listen and B. I don't know what Is causing this, it doesn't affect me and the sonic won't pick it up either. I need you''

Those last words. 'I need you' rung in her head ''I would listen. If I thought you where right'' She said playfully

''That hurt'' The Doctor said, mocking his fake pain.

Clara walked towards the doors, before she opened them she felt his hand on her arm, turning her to face him ''Whatever it tells you do to, however loud the siren is or whatever thoughts are put into your head. Block them out. Do not listen. If in doubt remain still''

She released a deep breath, usually if something bad was going to happen she was aware of it, not knowing seemed to panic her.

As they stepped outside the wonderful smells and sounds filled her senses. The planet was truly beautiful, with its deep purple and blue sky, etched with a light pink trace here and there, the moon and stars as white as snow, twinkling in the sky without a single cloud to cover it.

They had parked exactly where they did last time. The Tardis point blank refused to move, There was a force field around it somehow, preventing it from leaving, Clara was not safe, wherever she was, the siren was to.  
He thought vaguely that if Clara was not on the Tardis, that perhaps it would move, after all the siren was not affecting him.

They walked through the vegetation on their left, just like before the narrow pink sand pathway was neatly set between the orange, blue and yellow trees, large flowers of various colours and patterns lined the pathway with smaller flowers covering the extra space.  
''How are you feeling?'' The Doctor asked Clara who remained behind him

''Fine'' Clara replied with a hint of relief in her voice.

They reached the clearing. Upon closer inspection the view looked even better. Clara had been drawn to the pool almost immediately, and as she looked across the cliff face she saw a deep pink sand type of beach followed by a deep blue sea crashing its waves onto the shoreline.  
The contrast in colours was enough to dazzle someone, no siren needed.

The Doctor walked over to the pool, it was the same as it had been, the same colour covered the surface, the rocks remained dry around the outside and the smell of flowers arose from the water's surface. Clara noticed him carefully walking the waters edge, right where she had sat a short while ago, he tried to see into the water but found it near impossible.

''The colour must be a cover, like a blanket to hide its form, whatever is down there doesn't want to be seen''

Clara walked over to the water, standing a distance away as she feared she may end up tranced again. ''I don't feel any different''

''Something telepathically links you, but what?'' He scanned the water. Nothing. No life detected, no movement, just still water.

''Clara, think about something that you care about'' The Doctor said, scrambling from the water's edge and facing her ''Something that creates multiple feelings in you, ones you cannot ignore''

Confusion struck her. ''Like work?'' She asked 

''No, something personal, something nobody else in the world knows. How do we keep a secret without saying it?''

''What is a secret if you don't say it?'' Clara asked looking over to him

He looked at her knowingly ''A thought!''

''A thought?''

''Yes'' He began to get frantic ''Dreams are secrets, unless we decide to tell somebody, but what is it about dreams that confuse us so much?''

''Nothing, they are just dreams'' Clara said, trying to scramble together what he was rattling on about.

''They are realistic!'' He said quickly ''They make us believe it is actually happening, when we wake up, reality tells us it was our imagination, and we move on. But nobody else knows, nobody can live your secret dream'' 

''So thoughts are a secret because they cannot be shared without consent?'' Clara began to understand

''Exactly'' His hand movements really where over dramatic sometimes ''So, think of something, something that strikes emotion into you, something you get upset about and then feel good for, something you constantly have in the back of your mind no matter how hard to try not to put there''

Clara closed her eyes, scrambling her brain in a bid to find something, but nothing provoked such emotions, nothing held such a power over her. Except…  
 _Doctor_ Her voice echoed inside his head, turning he saw her eyes closed as she began to think _Who is the one person in the world you can trust, the one person who you follow no matter how dangerous it can be, the person you compare everybody else to in a bid to be happy. He is your best friend._  
He saw her face change, gone was her slight frown and strained features, her mind eased into the thought process she constantly had in the back on her mind.  
 _Who is the one person who cannot be replaced, the one person that shares your lonely nights, who shares your heart and soul, who drives you to be the best possible version of yourself._

He tried very hard to look at this from a professional type of view, he spent many hours with her, he did push her, she had learnt so much, she worked his gadgets as well as he did, she understood riddles and silent hints, she offered hope and happiness in the darkest parts of their adventures, but most importantly, she carried faith, faith that he would look after her, faith that his compassion, as weakening as it was at times, would be the emotion that drove him forwards to save the world and her.  
He could write a list of the things he admired about her, and as her quiet, calming voice continued to echo in his head the list would get longer. However he knew it was not meant in such a context, he knew her feelings behind it.

He turned around to see the water begin to steam, something was changing, something was linking itself to her once more, it was feeding off of her emotions.  
''Clara be more personal, think deeper, remember, nobody else can hear your thoughts'' He said in a hushed tone, guilt struck him like a kick in the gut, he was lying to her, he could hear her thoughts, how she was willingly putting her life on the line because she trusted him.

He had to tell her, but not right now. He had to know what was causing this.  
Clara began thinking, thinking those thoughts she only thought of in private, the ones she swore would never become true _How she longed for his touch, his lips on hers, to feel her skin tingle, her body beg for him, to hear him whisper her name, over and over._

He rubbed a hand over his face, this was getting intense, his will power began to falter ''Its working'' He said, his voice clearly deeper with a husky tone to it, the water was steaming now, bubbles began to rise to the surface.

Clara took a deep breath, her thoughts where trailing away with her, taking her to the deepest, darkest part of her mind. She wanted to fight it as she began to feel the pull, her body slipping into a trance like state. She wanted to make a wish, the impulse was to strong.  
 _I wish…_

The doctor looked over to her. I wish… why was she making a wish? He looked at the pool, the water bubbling furiously and the steam rising thick, he could see the colour start to spread and become faint, almost evaporating into the air.  
 _I wish for his affection, to feel his intimacy, for him to… love me._ She paused _I want to feel his hands on me, his expert touch… I want to… scream for him._

He tried to ignore the rush of endorphins headed towards his groin, that nagging voice inside his head pushing him to follow her wishes, he could make her scream, and beg.  
Urgh! He gritted his teeth furiously. No, NO! You are not crossing that line.

His eyes opened as he looked over and saw her breathing was laboured, she had reached some form of climax in her thoughts, her eyes still closed but her face relaxed, everything went still for a moment.  
It was feeding off of her thoughts, but when her thoughts peaked? What happened then?

Clara's eyes slowly opened as her breathing became controlled. She eyed the Doctor and he could tell she was not looking at him as the sweet Clara he had come to love. She walked past him, kneeling down beside the pool.

He wanted to watch, but his impulse told him to pull her away.

Slowly her hand palmed the waters edge, all the colour and bubbles got stronger, the steam was thicker, and then everything directed to her hand.

''Clara'' He warned, feeling the heat of the pool which was no doubt touching her delicate human skin fiercely.

And then. Everything stopped. The steam stopped, the bubbles, all the colour vanished, she closed her hand as she pulled it out of the pool. Sitting back in a sort of daze.

He fell to his knees and grasped both her arms firmly, desperate to shout at her, to ask if she was ok.  
But he didn't, as when he looked into her eyes he saw no pain or fear, she looked calm but when she smiled, it worried him.

Slowly she opened her hand, sitting inside it was a deep violet stone, it was shaped like a hexagon and mimicked the colour of the pools water.  
''Salts'' He explained ''The water produced a collection of salts''

She didn't answer for a moment ''It is a bracelet'' She said quietly, looking at the black rope binding it into a small circle ''Put it on me''

''No Clara, no, something was feeding off of your thoughts, it created that stone and I fear what lies inside it is what's controlling you. Do not wear it!''

''Doctor, it's a bracelet, what harm can it do?''

''Well it could erase your memory, of whatever you think so passionately about, it could bind you here, the Tardis may refuse your entrance if there is a forcefield around you. It may well eat away at the rest of your memories like an all you can eat buffet until the buffet is gone and I am left with a brainless, memory less Clara''

She looked at him in shock ''Fair enough'' Clara turned and chucked the bracelet into the water. She didn't want to forget him, forget about how she felt.

The stone lit up in the water, floating on the surface as it beamed a deep red light, covering the water with an angry glow.  
''Stones don't float, or glow'' Clara whispered.

Faint voices seemed to be coming from the pool now, they were a murmur, to quiet to hear properly, pointing his sonic screwdriver over to the water he turned the frequency up.  
Her voice began to rattle from the water clearly, spreading her thoughts into the quiet surroundings. Clara's look turned from confused to shocked, she stood as she saw the Doctor transfixed in the voice, before tackling him and removing the sonic from his hand, turning it off and hearing her voice quieten down to a murmur once more.  
''I was listening to that'' he said in defence

''They were my thoughts'' She said firmly ''The ones I was thinking about earlier.

He grabbed the stone from the water as it floated towards him. It felt warm in his hand and upon closer inspection he could see the particles moving inside it, as though her thoughts where trapped within it.  
''Think something'' He said quickly. ''Anything''

 _This planet is beautiful_ Her voice once again ringing loud in his ear. The stone's particles swirled round violently for a few seconds before settling again.

''Its harvesting your thoughts'' He said quickly, turning to face her.

''So all my personal thoughts are in that stone?'' Clara said worriedly

''Yes''

''And your going to tamper with it''

''Yes''

This was bad.

D&C 

The Tardis doors locked as night fell. The Doctor was not convinced they were safe, If Clara had the ability to control the Tardis then so did whatever was on the outside of it.

''Doctor?''

''Hmm''

''Why don't you just leave it alone, it isn't doing any harm?''

''Everything can do harm if it wants to Clara, you can never be to careful, and something that's linked to you and the pool is still holding the Tardis here'' 

''Why?''

''Because you don't want to leave'' He remarked knowingly

''Oh'' Clara realised he was right.

As she began to think once more the stone began to shimmer, it was a brighter colour now, the Tardis began to react to its presence, casting an unhappy moan across the room.  
''Its interfering with her'' He said worriedly

As the evening's moon began to shine Clara suddenly found her thoughts stopped. She watched him busy himself with the Tardis, trying to find the source of interference, his fustration evident.

She walked up to him, he caught her eye and looked over to her. ''Clara what are you doing?''

''I want you'' She said quietly, her tone was hushed and her eyes seductive as she slowly closed the distance ''Why do you fight it so?'' 

''Clara'' He spoke with a warning, an almost worried tone, you're not yourself, whatever is making you do this, you need to fight it''

''I don't want to fight it'' She argued ''I want to indulge in it, in you. I want my thoughts to become real''

''Of course!'' He said, realising she had him trapped. ''The stone entitles you to act on your thoughts, your imagination becomes real. It controls your conscience''

''Or maybe, I just want you, have you ever thought about that?''

''Occasionally'' He admitted, knowing the real Clara was in a trance ''But this isn't the way Clara, we would be crossing a very delicate yet firm line''

Reasoning with her was useless as her hands linked into his own, he was pressed against the Tardis like a cornered prey, trying very hard to fight his brain against his heart.

''You cannot tell me you don't want it'' Clara ran her hand up his chest, dragging her nails down it, it put his skin on edge as he closed his eyes and tried to control his breathing. ''Clara, this is the trance talking, you have to fight it'' He was repeating himself, as though his brain was malfunctioning. Stupid emotions. Always getting in the way. 

''Kiss me'' She said quietly ''Kiss me like you mean it, like you want me'' She whispered ''Like you did at the party''

Ah yes, the party, he had not forgotten that, it plagued him most nights when he was alone, analysing every tiny detail, enjoying the feeling of her falling into his arms, at mercy to his every move.

Stop it. Stop it. It's a siren you moron! He shouted at himself. He tried to shuffle away from her only to find she wrapped her arms around his neck, pressing her body hot against his. His eyes flittered to the stone, glowing furiously as the salts moved around inside it.  
''Indulge in me'' She whispered ''Give me what I want Doctor, this is me, just... Braver'' She smiled, and for a moment he saw the normal Clara, but this thing was influencing her brain, telling her it was ok to behave like this. Despite his rigid form and reluctance to her touch he knew she could see straight through it, he could feel his body tingle, physically letting him down. 

'What is the one thing in the world that stops your thoughts' He thought to himself, meditating, wouldn't work on her, she was tranced not distressed, telepath, would expose her to him but possibly infect him to.  
Urgh, he didn't know. He HATED not knowing.

Finally he found an answer, he pretended it was reluctance, perhaps to soothe his guilty conscience.

His hands wrapped around her waist, spinning her round he pressed her up against the console and kissed her. It was a slow, sensual kiss, exploring every inch of her lips, pulling them into his own as he felt her melt against his frame, one hand in his hair and the other moving down to slip between his jacket, skimming up his shirt, feeling the muscles beneath his clothing.  
He nibbled at her bottom lip, his body humming its approval as she moaned and dug her nails into his scalp.  
His tounge began exploring her mouth, dancing with her own as his hands travelled down, skimming across her waist and up to her breasts before thinking twice and moving back down, he was losing his will, because despite it all, he wanted her, more than he would ever care to admit.

She broke free from his kiss for a moment, her eyes glazed over and her cheeks flushed as she felt his hand trace circles on her thigh, she parted her legs, willing him to move upwards, her body flushed with desire and she had no shame about showing it.  
He was beginning to feel uncomfortable, beginning to forget all about the complications and risks, he could get lost in this tiny woman who held so much passion and emotion yet used it so well.

''Please'' She begged, he knew she had no idea what she was asking, but her voice etched with desperation pushed him to far, picking her up he sat her on the Tardis console and stood between her legs, his hands clamping down on her hips like a vice, he pushed his body towards hers as her hands linked round his neck, pulling her to his mouth once more.

It was then, he realised. This was her fantasy, being played out in real life.  
He wanted to complain but found it difficult, he had been in worse situations.

He still refused to accept this, accept that she genuinely wanted him, his eyes looking over to the stone, the glow had gone and the salts still spiralled gently within itself.

''Doctor'' She whispered against his lips, his mind distracting him.  
He kissed her more furiously ''Doctor'' Her words firmer this time, he parted from her quickly, seeing her confusion across her face. ''What is going on?''

She was back, he smiled ''Clara'' Shit. He then realised

''You… trance… advances… umm… oh how do I put this'' He rubbed his hands over his face, his body throbbing for her attention, his mind muffled with thoughts of sex, screaming and playful thoughts. He coughed ''You fell into a trance, advancing on me. I understood that if I indulged and you stopped thinking it would break the trance''

She placed a finger to her lips, they tingled and she was well aware of her arousal, he must be good ''I don't remember'' She said

''No, you never would have said those things to me had you of been yourself'' He responded, realising his words sounded hurtful.

Clara slapped herself mentally ''Idiot'' She murmured

''Its not your fault'' He said, grabbing her hand and helping her down. Clara turned in shock ''I have had this thought before!'' She said quickly.  
''I know'' He replied

''What do you mean you know?'' Clara questioned.

Shit.

 **As always, thanks for reading. Reviews mean a lot to anybody that publishes their work. Would love to hear peoples thoughts.**


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